Exhibit 24
POWER OF ATTORNEY
Each of the undersigned officers and/or directors of Rocky Shoes & Boots, Inc., an Ohio
corporation (the Company), hereby appoints as his true and lawful attorney-in-fact, Mike Brooks,
James E. McDonald, and Curtis A. Loveland, or any of them individually, in his name and on his
behalf, and in any and all capacities stated below, to sign and to cause to be filed with the
Securities and Exchange Commission the Companys registration statement on Form S-3 (the
Registration Statement) and any and all amendments, including post-effective amendments, to the
Registration Statement, in connection with or related to the offering contemplated by the
Registration Statement and its amendments, if any, hereby granting unto such attorney-in-fact, full
power and authority to do and perform in the name and on behalf of the undersigned, in any and all
such capacities, every act and thing whatsoever necessary to be done in and about the premises as
fully as the undersigned could or might do in person, hereby granting to such attorney-in-fact full
power of substitution and revocation, and hereby ratifying all that any such attorney-in-fact or
his substitute may do by virtue hereof.
IN WITNESS WHEREOF, we have executed this Power of Attorney, in counterparts if necessary,
effective as of March 28, 2006.
DIRECTORS/OFFICERS:
|
|
|
Signature |
|
Title |
/s/ Mike Brooks
|
|
Chairman, Chief Executive Officer, |
|
|
|
Mike Brooks
|
|
and a Director (Principal Executive Officer) |
|
|
|
/s/ James E. McDonald
|
|
Executive Vice President and Chief Financial Officer |
|
|
|
James E. McDonald
|
|
(Principal Financial and Accounting Officer) |
|
|
|
/s/ Curtis A. Loveland
|
|
Secretary and a Director |
|
|
|
Curtis A. Loveland |
|
|
|
|
|
/s/ J. Patrick Campbell
|
|
Director |
|
|
|
J. Patrick Campbell |
|
|
|
|
|
/s/ Glenn E. Corlett
|
|
Director |
|
|
|
Glenn E. Corlett |
|
|
|
|
|
/s/ Michael L. Finn
|
|
Director |
|
|
|
Michael L. Finn |
|
|
|
|
|
/s/ G. Courtney Haning
|
|
Director |
|
|
|
G. Courtney Haning |
|
|
|
|
|
/s/ Harley E. Rouda, Jr.
|
|
Director |
|
|
|
Harley E. Rouda, Jr. |
|
|
|
|
|
/s/ James L. Stewart
|
|
Director |
|
|
|
James L. Stewart |
|
|